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I was only
12 years old when mom and dad split up. Dad had found a new group of friends
with the success of his business. New, younger, more vibrant. And a group
that, in Dad's opinion, Mom just did not fit in to.

Mom was not
an unattractive woman. She was 5'6" tall, and weighed a well-distributed
140 pounds. Her face was still very pretty, though with the lines of 53
years of life. I thought dad was nuts to leave her for his younger, more
attractive friends.

Mom was an
old-fashioned kind of wife. Having been raised in the country, she took
the traditional role stayed at home, cooked, kept house, and raised the
family. I was the youngest child of 5, and was somewhat of an accident.
My older siblings referred to me as "Boo-Boo", and it was years
before I caught on that they were not making reference to Yogi Bear's
little friend. Anyway, Mom was 40 when I was born.

13 years
later, Dad was gone, and it was just she and I.

For years
after the divorce was final, Mom basically just moped around the house.
She found a job as a cashier at a cafeteria (she wasn't qualified for
much else), and I picked up the slack as best I could. I would clean up,
and do laundry, and do some cooking, and Mom would get home from work,
have a small bite, then retire to her bedroom to cry herself to sleep.
Often I would stand outside her room and listen, and as she cried, my
contempt for what my father had done to her grew into an almost venomous
hatred.

I had no
social life. I felt it my duty to be around the house, to be there when
and if mom needed me.

I was in
my senior year in high school, I had been a chubby child, but as I matured,
my girth exchanged itself for height. On my 18th birthday, I was 6'1"
tall and weighed a trim 175 pounds and I worked a part time job to help
ends meet. Mom had finally come out of her shell, and she had been promoted
at work, to assistant manager. With her renewed self esteem, she had begun
to take some pride in her personal appearance again dressing in a way
that showed off her physical assets, and at 58 was still very attractive,
even though she was about 20 pounds heavier. Between school and work,
I still had little time for a social life. I dated occasionally, nothing
serious. At 18 I was still a virgin, but I was the most sought after virgin
at school by the ladies. They though I was just aloof. Truth was, I didn't
have time for them.

One afternoon,
after viewing some pretty extreme hardcore porn over at a buddy of mine's
house, I arrived home and immediately went to my room. I shed my clothes
quickly, lay back on my bed, and began stroking my semi-erect cock. Puberty
had also been kind to my sexual development. It quickly swelled to its
full 9 1/2 inches in length, and the tip was wet with precum. As I caressed
my large dick, stroking it with a feathery soft touch, I became oblivious
to my surroundings. All I was aware of was the pleasure, the slow build
of the tension in my balls, as they built up to critical mass, when they
would explode.

I don't know
how long I had been laying there pleasuring myself when I heard a knock,
and felt the air displace as my door opened. My eyes flashed open, and
standing there staring at me was Mom. Still in her smock from work, she
stood there, her lips slightly parted, a look of shocked embarrassment
on her face. Instantly, I grabbed my blanket and covered my nakedness,
my embarrassment as apparent.

"Mom!"
I cried out, half in anger, half in shock. She had never had a great deal
of respect for my privacy, and I usually kept my door locked when I was
masturbating. Quickly she withdrew, apologizing all the way.

"Oh,
honey, I'm, oh, so sorry," she said with a quivering voice. She pulled
the door closed, and I heard her walk quickly away.

I got up
and dressed, and made my way out to the living room. Mom was sitting there,
a look of absolute mortification on her face. She looked up at me, quickly
looked away. "Oh, sweetheart, I didn't mean to walk in on you like
that. I thought you might be taking a nap, and wanted to let you know
I had brought home dinner." Her eyes were damp with tears, I could
see how upset she was. My anger faded quickly at her shocked embarrassment,
and I spoke to comfort her.

"It's
OK, Ma, I should have locked my door." She glanced up at me hopefully,
glad to see I wasn't really angry at her. She got up, removed her smock,
and headed to the kitchen to get plates for the pizza she had picked up.
Neither of us said another word said about the incident that evening.

Two months
passed, and it was another dateless Friday night. I had to work. Stocking
the shelves at the supermarket wasn't a glamorous job, but it was honest,
and Mr. Davis was a very good boss. He paid me well, and allowed me weekends
off so I would have some semblance of a personal life, for all the good
it did. I still tended to spend most of my free time at home.

Around 10,
Mr. Davis got on the intercom and announced, "Kenny, why don't you
go ahead and knock off for the night, maybe you can go have a little Friday
night fun for a change." It had been a long night, and he didn't
have to offer twice.

As I headed
home, I thought about heading to the local hangout. It had been some time
since I had been out with the guys on a Friday night. As I drove however,
I realized that they would all be busy with their Friday night action
with their girlfriends, and I just wasn't in the mood to play "Third
Wheel". I headed my car home.

As I pulled
in the driveway, I noticed all the lights were out. That was odd. Mom
rarely went to bed before I got home, it was our only chance to talk during
the day. I walked in the front door, and heard the old familiar strains
of my mom's sobs. Strange, I thought, she hasn't done this in almost a
year. As I went by her room, I saw the door was open. She was sitting
on the foot of her bed, he face a mass of grief and tears, a newspaper
crumpled in her hands.

"Mom?",
I announced, concerned about her sadness. That's all it took for a new
wave of sobs to wrack her body. She held out the paper for me to take.

As I took
it, I noticed it was folded to the society section. Looking quickly at
the date, I noticed it was from the previous Sunday.

There, in
living color, was a photo of my father and some nubile young thing...announcing
their marriage.

Ahhh...that
was it.

Mom had held
out this insane hope that one day, she and the old man would get back
together. While I KNEW this would never happen, I would always be supportive
while she would discuss it.

I sat down
next to her on her bed and put my arm around her shoulder. As I did, she
turned toward me, buried her face in my chest, and began sobbing even
harder. I wrapped her up in my arms and held her tight, rocking her gently,
letting her cry it out. She sobbed and sobbed, and I just held her. She
needed the release.

After what
seemed like hours, her crying finally subsided, punctuated with an occasional
hard sniffle. I released my embrace, pulled her face up, and gave her
a kiss on the forehead. "I'll be back in a second, Ma", I said
as I got up. I went to the bathroom and got her a warm wet washcloth to
wash her face with. I went back to her room and handed it to her, she
took it gratefully, and washed her tear stained face. She looked back
at me with gratitude, then looked back down again.

A wistful
look passed across her face. "I guess you think I'm pretty silly,
still holding on to hope after all this time", she said. I sat down
and again put my arm around her back, pulling her to lean against me.
I again kissed her on the top of her head. "After all", she
continued, with defeat in her voice, "why would he want an old bag
like me when he can have THAT!", kicking at the newspaper on the
floor.

I rubbed
my hand slowly up and down her back. "Are you kidding, Ma?"
I asked with incredulity. "You are still an incredibly vivacious
woman. There's nothing wrong with you. There's something wrong with HIM."

She snuggled
a little closer to me, and then sat up, grinned with real mirth, and said
delightedly, "Liar! And I love you for it". With that, she kissed
me on the cheek, and went to her bathroom. I heard her turn on the shower,
then got up to go to the kitchen and grab a bite to eat. as I turned,
though, I stopped dead in my tracks.

Mom hadn't
bothered shutting the door, and as I watched, she unbuttoned and removed
her blouse, and let it fall to the floor.

I had never
seen my mother in any state of undress before. I respected her privacy
too well to peek or spy as so many young men do on their mothers. But,
there she was, standing in just her bra and slacks.

And whoops,
there went the slacks.

Standing
there in just her bra and panties, I first noticed that the extra pounds
on her body were well distributed. She had a round belly, and a round,
smooth ass, and just a slight bulge in the midriff, and large, full breasts,
or as well as I could see through her undies. For the very first time,
I was noticing just what a sexually attractive woman my mother actually
was.

This shocked
me to my toes. I had never thought of my mother as being a sexual being
at all.

My mind was
telling me to make a quick exit, to save myself embarrassment, and to
save my mother any further grief. Her day had been rough enough as it
was. But my body wouldn't cooperate. It was just too curious how long
it would take, and how naked she would get, before she noticed she was
visible, or before I finally showed the good sense to flee.

After what
seemed to be an eternity, she reached back behind her, unhooked her bra,
and allowed it to fall away. Her breasts were glorious. Large, round,
with just a small amount of sag, and nipples that were large and dark.

And as I
stared, I realized that I was getting a raging hard-on.

This isn't
possible, I thought to myself. This is my mother, for Christ's sake. I
couldn't be getting turned on by my mother. But again, my body disagreed,
and I felt a stirring in my groin, a shortening of my breath, as my cock
tented out the front of my jeans, desperate to be released. Finally, as
if coming out of a trance, I began to move, slowly, silently, one step
at a time, my eyes never leaving my mother's nearly naked glorious body...

...and walked
right into my mother's dressing table chair.

I tumbled
clumsily over it, and down I went, smashing into the table and the wall
simultaneously. Perfume bottles rattled, framed photos fell off the wall,
and I let out a pronounced groan as I came down.

"What
the hell?!" I heard my mother's voice came from the bathroom, and
she dashed out, seeing her son in a heap on the floor. She rushed to me,
knelt beside me, put her arms out. "Are you OK? What happened??"
So concerned about me she was that she was oblivious to the fact that
she was dressed only in her panties.

I stared
at her wide eyed, not believing the vision just inches before my eyes.
"Yeah, mom, I'm OK" I said, my view not leaving the incredible
view of my mother's tits. "I was just distracted and tripped."

She helped
me up and hugged me tight. "Oh, honey, I'm so glad you're not hurt.
What distracted you?"

Suddenly,
she became very still. She slowly released her embrace, and as though
she couldn't trust herself, she stepped back. Looking in my eyes, she
followed their gaze and noted they were focused on her tits. Then her
gaze dropped, and there was little if any doubt what it was she was staring
at. She was staring at the bulge she felt pressing into her. The slightly
throbbing bulge that had prompted her to stop and step back.

Realization
flashed across her face, and she looked down at herself, noticing seemingly
for the first time that she was all but completely naked. For this the
most fleeting of moments, shame and a little embarrassment shadowed her
features, but it quickly disappeared, to be replaced with an expression
half of apprehension, half of desire.

She took
another step back, spread her legs slightly, put her hands on her hips,
and slightly thrust her chest out, making her large breasts seem even
more impressive. Cocking her head, she asked "Do you really think
your father was a fool for letting me go?", just a hint of sultry
in her voice.

A thousand
different responses ran through my mind. Do I answer her lightly? Jokingly?
Like a good son? Or do I say exactly what was on my mind? I knew I was
standing at a cusp. If she was just being curious about my opinion, and
I came off like a horny teenager, I might hurt the great relationship
we have. If she was looking for honesty, and I lied to her to avoid the
situation, she would know...I had never been able to lie to her, she could
always see it in my face and hear in it my voice. And if I told her the
truth, it would change the very nature of our relationship forever, in
a way that I didn't know if I would be able to take.

And as I
stood there staring at her gorgeous body, as I saw the look of what I
translated as desire in her face as she waited for an answer, I surrendered
myself to the fact. I wanted her. Mother or not, I wanted to make love
to her.

I took a
deep breath, and removing my eyes from her tits and looking deep into
her clear gray eyes, I said, "I think you are incredibly sexy, and
I think he was an idiot for letting you go". then, lowering my voice
a little, I softly added, "I never would have." I then dropped
my eyes again, this time to the floor, in an attempt not to allow her
to see the lust I knew was in my eyes.

She stood
there silently for a moment, then stepped foreword and took my chin in
the palm of her hand. Pulling my face up, I met her gaze. With a soft
urgency, she slowly said, "Your father didn't touch me for the last
10 years we were together. it's been 15 years since I've been with a man.
Can you understand that, right now, I really need someone to make me feel
like a woman again? To make me feel like I'm still desirable? To know
that I can still excite a man?" Her hand ran up my cheek, brushed
the hair away from my face as it had done innocently so many time before,
over the last many years, but this time with a tenderness, a caressing
quality, that had never been there before.

I reached
out my arms, put my hands on her soft but ample hips, and she pulled herself
closer to me, lifting her face, and softly brushing my lips with hers.
I responded to her kiss, and she parted her lips, the tip of her tongue
lightly brushing against mine. I parted my lips and met her probing tongue,
the beginning of a long, passionate kiss. Our tongues played little games
with each others, me sucking hers into my mouth, her sucking mine into
hers. We ground our mouths into each others harder and harder, our hands
rubbing all over each others backs and torsos.

After an
eternity, we broke the kiss as she pulled my shirt up over my head, then
she was back upon me, grinding her now erect and hard nipples into my
naked chest, kissing and sucking on my mouth, cheeks, and neck, as I nibbled
at her ears and lips. For long minutes this continued, our hands still
exploring each others bodies. Finally, taking some initiative, I turned
from her, took her hand, and lead her to her bed. She sat down on the
edge, then, with her face filled with wanton and unabashed lust, she reached
out and unbuckled my belt, opened my fly, and pulled them and my underwear
quickly to the ground. My hot, ready cock, all 9 and a half inches, and
harder than I had ever witnessed it, bobbed before her in all its glory.
She stared, like she had never seen a dick before. She reached out, tentatively,
like it might burn her, and took it in her hand. Using her fingertip,
she rubbed the pee slit, and slowly massaged the ample precum into its
enormous mushroom shaped purplish head. I almost shot my load right then
and there. "You must have gotten this from my gene pool", she
said, her gaze never leaving it. "Your father certainly wasn't this
big".